RH

RH_December 11, 2025 RH0001528849false00015288492025-12-112025-12-11 ​

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

​

FORM 8-K

​

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 11, 2025 ​

(Exact name of registrant as specified in its charter) ​ ​

Delaware

001-35720

45-3052669

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

​ 15 Koch Road, Corte Madera, California 94925 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: (415) 924-1005 N/A (Former name or former address, if changed since last report.) ​ Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: ​ ​

​

​

​

​

Title of each class ​ Trading symbol ​ Name of each exchange on which registered

Common Stock, $0.0001 par value ​ RH ​ New York Stock Exchange

​ Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). ​ Emerging growth company ☐ ​ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ ​ ​

Item 2.02. Results of Operations and Financial Condition. On December 11, 2025, RH released its financial results for the third quarter ended November 1, 2025 in a letter to shareholders that is available on the investor relations section of its website. Copies of the press release announcing the release of financial results and the letter to shareholders are attached hereto as Exhibits 99.1 and 99.2, respectively, and are incorporated herein by reference. The information provided in this Item 2.02, including Exhibits 99.1 and 99.2, is intended to be “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such a filing. RH is also disclosing that it may use the rh.com, restorationhardware.com, and ir.rh.com websites as means of disclosing material non-public information and for complying with its disclosure obligations under Regulation FD. Item 9.01. Financial Statements and Exhibits. (d) Exhibits.

​

Exhibit No.

Description

99.1

Press Release dated December 11, 2025 announcing the release of third quarter 2025 results.

​ ​ ​

99.2

RH third quarter 2025 financial results and shareholder letter dated December 11, 2025.

​ ​ ​

104 ​ Cover Page Interactive Data File––the cover page XBRL tags are embedded within the Inline XBRL document.

​ ​ ​

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ​

​ ​

Dated: December 11, 2025 By: /s/ Jack Preston

Jack Preston

Chief Financial Officer

​ ​ ​

RH_September 11, 2025 RH0001528849false00015288492025-09-112025-09-11 ​

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

​

FORM 8-K

​

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 11, 2025 ​

(Exact name of registrant as specified in its charter) ​ ​

Delaware

001-35720

45-3052669

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

​ 15 Koch Road, Corte Madera, California 94925 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: (415) 924-1005 N/A (Former name or former address, if changed since last report.) ​ Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: ​ ​

​

​

​

​

Title of each class ​ Trading symbol ​ Name of each exchange on which registered

Common Stock, $0.0001 par value ​ RH ​ New York Stock Exchange

​ Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). ​ Emerging growth company ☐ ​ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ ​ ​

Item 2.02. Results of Operations and Financial Condition. On September 11, 2025, RH released its financial results for the second quarter ended August 2, 2025 in a letter to shareholders that is available on the investor relations section of its website. Copies of the press release announcing the release of financial results and the letter to shareholders are attached hereto as Exhibits 99.1 and 99.2, respectively, and are incorporated herein by reference. The information provided in this Item 2.02, including Exhibits 99.1 and 99.2, is intended to be “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such a filing. RH is also disclosing that it may use the rh.com, restorationhardware.com, and ir.rh.com websites as means of disclosing material non-public information and for complying with its disclosure obligations under Regulation FD. Item 9.01. Financial Statements and Exhibits. (d) Exhibits.

​

Exhibit No.

Description

99.1

Press Release dated September 11, 2025 announcing the release of second quarter 2025 results.

​ ​ ​

99.2

RH second quarter 2025 financial results and shareholder letter dated September 11, 2025.

​ ​ ​

104 ​ Cover Page Interactive Data File––the cover page XBRL tags are embedded within the Inline XBRL document.

​ ​ ​

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ​

​ ​

Dated: September 11, 2025 By: /s/ Jack Preston

Jack Preston

Chief Financial Officer

​ ​ ​

RH_June 12, 2025 RH0001528849false00015288492025-06-122025-06-12 ​

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

​

FORM 8-K

​

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 12, 2025 ​

(Exact name of registrant as specified in its charter) ​ ​

Delaware

001-35720

45-3052669

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

​ 15 Koch Road, Corte Madera, California 94925 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: (415) 924-1005 N/A (Former name or former address, if changed since last report.) ​ Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: ​ ​

​

​

​

​

Title of each class ​ Trading symbol ​ Name of each exchange on which registered

Common Stock, $0.0001 par value ​ RH ​ New York Stock Exchange

​ Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). ​ Emerging growth company ☐ ​ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ ​ ​

Item 2.02. Results of Operations and Financial Condition. On June 12, 2025, RH released its financial results for the first quarter ended May 3, 2025 in a letter to shareholders that is available on the investor relations section of its website. Copies of the press release announcing the release of financial results and the letter to shareholders are attached hereto as Exhibits 99.1 and 99.2, respectively, and are incorporated herein by reference. The information provided in this Item 2.02, including Exhibits 99.1 and 99.2, is intended to be “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such a filing. RH is also disclosing that it may use the rh.com, restorationhardware.com, and ir.rh.com websites as means of disclosing material non-public information and for complying with its disclosure obligations under Regulation FD. Item 9.01. Financial Statements and Exhibits. (d) Exhibits.

​

Exhibit No.

Description

99.1

Press Release dated June 12, 2025 announcing the release of first quarter 2025 results.

​ ​ ​

99.2

RH first quarter 2025 financial results and shareholder letter dated June 12, 2025.

​ ​ ​

104 ​ Cover Page Interactive Data File––the cover page XBRL tags are embedded within the Inline XBRL document.

​ ​ ​

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ​

​ ​

Dated: June 12, 2025 By: /s/ Jack Preston

Jack Preston

Chief Financial Officer

​ ​ ​

RH_April 2, 2025 RH0001528849false00015288492025-04-022025-04-02 ​

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

​

FORM 8-K

​

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 2, 2025 ​

(Exact name of registrant as specified in its charter) ​ ​

Delaware

001-35720

45-3052669

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

​ 15 Koch Road, Corte Madera, California 94925 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: (415) 924-1005 N/A (Former name or former address, if changed since last report.) ​ Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: ​ ​

​

​

​

​

Title of each class ​ Trading symbol ​ Name of each exchange on which registered

Common Stock, $0.0001 par value ​ RH ​ New York Stock Exchange

​ Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). ​ Emerging growth company ☐ ​ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ ​ ​

Item 2.02. Results of Operations and Financial Condition. On April 2, 2025, RH released its financial results for the fourth quarter and fiscal year 2024 ended February 1, 2025 in a letter to shareholders that is available on the investor relations section of its website. Copies of the press release announcing the release of financial results and the letter to shareholders are attached hereto as Exhibits 99.1 and 99.2, respectively, and are incorporated herein by reference. The information provided in this Item 2.02, including Exhibits 99.1 and 99.2, is intended to be “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such a filing. RH is also disclosing that it may use the rh.com, restorationhardware.com, and ir.rh.com websites as means of disclosing material non-public information and for complying with its disclosure obligations under Regulation FD. Item 9.01. Financial Statements and Exhibits. (d) Exhibits.

​

Exhibit No.

Description

99.1

Press Release dated April 2, 2025 announcing the release of fourth quarter and fiscal year 2024 results.

​ ​ ​

99.2

RH fourth quarter and fiscal 2024 financial results and shareholder letter dated April 2, 2025.

​ ​ ​

104 ​ Cover Page Interactive Data File––the cover page XBRL tags are embedded within the Inline XBRL document.

​ ​ ​

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ​

​ ​

Dated: April 2, 2025 By: /s/ Jack Preston

Jack Preston

Chief Financial Officer

​ ​ ​

RH_December 12, 2024 RH0001528849false00015288492024-12-122024-12-12 ​

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

​

FORM 8-K

​

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 12, 2024 ​

(Exact name of registrant as specified in its charter) ​ ​

Delaware

001-35720

45-3052669

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

​ 15 Koch Road, Corte Madera, California 94925 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: (415) 924-1005 N/A (Former name or former address, if changed since last report.) ​ Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: ​ ​

​

​

​

​

Title of each class ​ Trading symbol ​ Name of each exchange on which registered

Common Stock, $0.0001 par value ​ RH ​ New York Stock Exchange

​ Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). ​ Emerging growth company ☐ ​ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ ​ ​

Item 2.02. Results of Operations and Financial Condition. On December 12, 2024, RH released its financial results for the third quarter ended November 2, 2024 in a letter to shareholders that is available on the investor relations section of its website. Copies of the press release announcing the release of financial results and the letter to shareholders are attached hereto as Exhibits 99.1 and 99.2, respectively, and are incorporated herein by reference. The information provided in this Item 2.02, including Exhibits 99.1 and 99.2, is intended to be “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such a filing. RH is also disclosing that it may use the rh.com, restorationhardware.com, and ir.rh.com websites as means of disclosing material non-public information and for complying with its disclosure obligations under Regulation FD. Item 9.01. Financial Statements and Exhibits. (d) Exhibits.

​

Exhibit No.

Description

99.1

Press Release dated December 12, 2024 announcing the release of third quarter 2024 results.

​ ​ ​

99.2

RH third quarter 2024 financial results and shareholder letter dated December 12, 2024.

​ ​ ​

104 ​ Cover Page Interactive Data File––the cover page XBRL tags are embedded within the Inline XBRL document.

​ ​ ​

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ​

​ ​

Dated: December 12, 2024 By: /s/ Jack Preston

Jack Preston

Chief Financial Officer

​ ​ ​

RH0001528849false00015288492024-09-122024-09-12 ​

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

​

FORM 8-K

​

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 12, 2024 ​

(Exact name of registrant as specified in its charter) ​ ​

Delaware

001-35720

45-3052669

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

​ 15 Koch Road, Corte Madera, California 94925 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: (415) 924-1005 N/A (Former name or former address, if changed since last report.) ​ Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: ​ ​

​

​

​

​

Title of each class ​ Trading symbol ​ Name of each exchange on which registered

Common Stock, $0.0001 par value ​ RH ​ New York Stock Exchange

​ Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). ​ Emerging growth company ☐ ​ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ ​ ​

Item 2.02. Results of Operations and Financial Condition. On September 12, 2024, RH released its financial results for the second quarter ended August 3, 2024 in a letter to shareholders that is available on the investor relations section of its website. Copies of the press release announcing the release of financial results and the letter to shareholders are attached hereto as Exhibits 99.1 and 99.2, respectively, and are incorporated herein by reference. The information provided in this Item 2.02, including Exhibits 99.1 and 99.2, is intended to be “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such a filing. RH is also disclosing that it may use the rh.com, restorationhardware.com, and ir.rh.com websites as means of disclosing material non-public information and for complying with its disclosure obligations under Regulation FD. Item 9.01. Financial Statements and Exhibits. (d) Exhibits.

​

Exhibit No.

Description

99.1

Press Release dated September 12, 2024 announcing the release of second quarter 2024 results.

​ ​ ​

99.2

RH second quarter 2024 financial results and shareholder letter dated September 12, 2024.

​ ​ ​

104 ​ Cover Page Interactive Data File––the cover page XBRL tags are embedded within the Inline XBRL document.

​ ​ ​

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ​

​ ​

Dated: September 12, 2024 By: /s/ Jack Preston

Jack Preston

Chief Financial Officer

​ ​ ​

RH0001528849false00015288492024-06-132024-06-13 ​

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

​

FORM 8-K

​

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 13, 2024 ​

(Exact name of registrant as specified in its charter) ​ ​

Delaware

001-35720

45-3052669

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

​ 15 Koch Road, Corte Madera, California 94925 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: (415) 924-1005 N/A (Former name or former address, if changed since last report.) ​ Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: ​ ​

​

​

​

​

Title of each class ​ Trading symbol ​ Name of each exchange on which registered

Common Stock, $0.0001 par value ​ RH ​ New York Stock Exchange

​ Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). ​ Emerging growth company ☐ ​ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ ​ ​

Item 2.02. Results of Operations and Financial Condition. On June 13, 2024, RH released its financial results for the first quarter ended May 4, 2024 in a letter to shareholders that is available on the investor relations section of its website. Copies of the press release announcing the release of financial results and the letter to shareholders are attached hereto as Exhibits 99.1 and 99.2, respectively, and are incorporated herein by reference. The information provided in this Item 2.02, including Exhibits 99.1 and 99.2, is intended to be “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such a filing. RH is also disclosing that it may use the rh.com, restorationhardware.com, and ir.rh.com websites as means of disclosing material non-public information and for complying with its disclosure obligations under Regulation FD. Item 9.01. Financial Statements and Exhibits. (d) Exhibits.

​

Exhibit No.

Description

99.1

Press Release dated June 13, 2024 announcing the release of first quarter 2024 results.

​ ​ ​

99.2

RH first quarter 2024 financial results and shareholder letter dated June 13, 2024.

​ ​ ​

104 ​ Cover Page Interactive Data File––the cover page XBRL tags are embedded within the Inline XBRL document.

​ ​ ​

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ​

​ ​

Dated: June 13, 2024 By: /s/ Jack Preston

Jack Preston

Chief Financial Officer

​ ​ ​

RH0001528849false00015288492024-03-272024-03-27 ​

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

​

FORM 8-K

​

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 27, 2024 ​

(Exact name of registrant as specified in its charter) ​ ​

Delaware

001-35720

45-3052669

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

​ 15 Koch Road, Corte Madera, California 94925 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: (415) 924-1005 N/A (Former name or former address, if changed since last report.) ​ Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: ​ ​

​

​

​

​

Title of each class ​ Trading symbol ​ Name of each exchange on which registered

Common Stock, $0.0001 par value ​ RH ​ New York Stock Exchange

​ Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). ​ Emerging growth company ☐ ​ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ ​ ​

Item 2.02. Results of Operations and Financial Condition. On March 27, 2024, RH released its financial results for the fourth quarter and fiscal year 2023 ended February 3, 2024 in a letter to shareholders that is available on the investor relations section of its website. Copies of the press release announcing the release of financial results and the letter to shareholders are attached hereto as Exhibits 99.1 and 99.2, respectively, and are incorporated herein by reference. The information provided in this Item 2.02, including Exhibits 99.1 and 99.2, is intended to be “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such a filing. RH is also disclosing that it may use the rh.com, restorationhardware.com, and ir.rh.com websites as means of disclosing material non-public information and for complying with its disclosure obligations under Regulation FD. Item 9.01. Financial Statements and Exhibits. (d) Exhibits.

​

Exhibit No.

Description

99.1

Press Release dated March 27, 2024 announcing the release of fourth quarter and fiscal year 2023 results.

​ ​ ​

99.2

RH fourth quarter and fiscal 2023 financial results and shareholder letter dated March 27, 2024.

​ ​ ​

104 ​ Cover Page Interactive Data File––the cover page XBRL tags are embedded within the Inline XBRL document.

​ ​ ​

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ​

​ ​

Dated: March 27, 2024 By: /s/ Jack Preston

Jack Preston

Chief Financial Officer

​ ​ ​

RH0001528849false00015288492023-12-072023-12-07 ​

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

​

FORM 8-K

​

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 7, 2023 ​

(Exact name of registrant as specified in its charter) ​ ​

Delaware

001-35720

45-3052669

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

​ 15 Koch Road, Corte Madera, California 94925 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: (415) 924-1005 N/A (Former name or former address, if changed since last report.) ​ Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: ​ ​

​

​

​

​

Title of each class ​ Trading symbol ​ Name of each exchange on which registered

Common Stock, $0.0001 par value ​ RH ​ New York Stock Exchange

​ Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). ​ Emerging growth company ☐ ​ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ ​ ​

Item 2.02. Results of Operations and Financial Condition. On December 7, 2023, RH released its financial results for the third quarter ended October 28, 2023 in a letter to shareholders that is available on the investor relations section of its website. Copies of the press release announcing the release of financial results and the letter to shareholders are attached hereto as Exhibits 99.1 and 99.2, respectively, and are incorporated herein by reference. The information provided in this Item 2.02, including Exhibits 99.1 and 99.2, is intended to be “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such a filing. RH is also disclosing that it may use the rh.com, restorationhardware.com, and ir.rh.com websites as means of disclosing material non-public information and for complying with its disclosure obligations under Regulation FD. Item 9.01. Financial Statements and Exhibits. (d) Exhibits.

​

Exhibit No.

Description

99.1

Press Release dated December 7, 2023 announcing the release of third quarter 2023 results.

​ ​ ​

99.2

RH third quarter 2023 financial results and shareholder letter dated December 7, 2023.

​ ​ ​

104 ​ Cover Page Interactive Data File––the cover page XBRL tags are embedded within the Inline XBRL document.

​ ​ ​

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ​

​ ​

Dated: December 7, 2023 By: /s/ Jack Preston

Jack Preston

Chief Financial Officer

​ ​ ​

RH0001528849false00015288492023-09-072023-09-07 ​

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

​

FORM 8-K/A

(Amendment No. 1) ​

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 7, 2023 ​

(Exact name of registrant as specified in its charter) ​ ​

Delaware

001-35720

45-3052669

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

​ 15 Koch Road, Corte Madera, California 94925 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: (415) 924-1005 N/A (Former name or former address, if changed since last report.) ​ Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: ​ ​

​

​

​

​

Title of each class ​ Trading symbol ​ Name of each exchange on which registered

Common Stock, $0.0001 par value ​ RH ​ New York Stock Exchange

​ Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). ​ Emerging growth company ☐ ​ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ ​ ​

EXPLANATORY NOTE

​ RH (the “Company”) is filing this Current Report on Form 8-K/A solely to update the table captioned “Estimated Diluted Shares Outstanding” as disclosed in a shareholder letter released on September 7, 2023 announcing its second quarter 2023 financial results (the “Original Shareholder Letter”) in order to correct the fiscal 2023 “Estimated adjusted diluted shares outstanding” information provided in such table. ​ The updated estimated adjusted diluted shares outstanding for fiscal 2023 are 21.61 million, 21.66 million, 21.76 million, 21.84 million and 21.91 million shares at $318, $343, $368, $393 and $418 implied average stock prices, respectively. ​ The Original Shareholder Letter was furnished in the Company’s Current Report on Form 8-K filed with the SEC on September 7, 2023 (the “Form 8-K”). Other than the changes to the Original Shareholder Letter described above, no other changes have been made to the Form 8-K. This Amendment No. 1 to the Form 8-K speaks as of the original filing date of the Form 8-K, does not reflect events that may have occurred subsequent to the original filing date, and does not otherwise modify or update in any way disclosures made in the original Form 8-K. ​ Item 2.02. Results of Operations and Financial Condition. On September 7, 2023, RH released its financial results for the second quarter ended July 29, 2023 by posting the Original Shareholder Letter on the investor relations section of the Company’s website. On September 9, 2023, RH released a corrected version of the Original Shareholder Letter and posted such corrected shareholder letter on its website. A copy of the “RH Second Quarter 2023 Financial Results and Shareholder Letter”, as corrected, is attached hereto as Exhibit 99.2, and is incorporated herein by reference. The information provided in this Item 2.02, including Exhibits 99.1 and 99.2, is intended to be “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such a filing. RH is also disclosing that it may use the rh.com, restorationhardware.com, and ir.rh.com websites as means of disclosing material non-public information and for complying with its disclosure obligations under Regulation FD. Item 9.01. Financial Statements and Exhibits. (d) Exhibits.

​

Exhibit No.

Description

99.1 ​ Press release dated September 7, 2023 announcing the release of second quarter 2023 results (incorporated by reference to Exhibit 99.1 furnished with RH’s Current Report on Form 8-K filed with the SEC on September 7, 2023).

​ ​ ​

99.2

R

RH0001528849false00015288492023-09-072023-09-07 ​

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

​

FORM 8-K

​

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 7, 2023 ​

(Exact name of registrant as specified in its charter) ​ ​

Delaware

001-35720

45-3052669

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

​ 15 Koch Road, Corte Madera, California 94925 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: (415) 924-1005 N/A (Former name or former address, if changed since last report.) ​ Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: ​ ​

​

​

​

​

Title of each class ​ Trading symbol ​ Name of each exchange on which registered

Common Stock, $0.0001 par value ​ RH ​ New York Stock Exchange

​ Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). ​ Emerging growth company ☐ ​ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ ​ ​

Item 2.02. Results of Operations and Financial Condition. On September 7, 2023, RH released its financial results for the second quarter ended July 29, 2023 in a letter to shareholders that is available on the investor relations section of its website. Copies of the press release announcing the release of financial results and the letter to shareholders are attached hereto as Exhibits 99.1 and 99.2, respectively, and are incorporated herein by reference. The information provided in this Item 2.02, including Exhibits 99.1 and 99.2, is intended to be “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such a filing. RH is also disclosing that it may use the rh.com, restorationhardware.com, and ir.rh.com websites as means of disclosing material non-public information and for complying with its disclosure obligations under Regulation FD. Item 9.01. Financial Statements and Exhibits. (d) Exhibits.

​

Exhibit No.

Description

99.1

Press Release dated September 7, 2023 announcing the release of second quarter 2023 results.

​ ​ ​

99.2

RH second quarter 2023 financial results and shareholder letter dated September 7, 2023.

​ ​ ​

104 ​ Cover Page Interactive Data File––the cover page XBRL tags are embedded within the Inline XBRL document.

​ ​ ​

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ​

​ ​

Dated: September 7, 2023 By: /s/ Jack Preston

Jack Preston

Chief Financial Officer

​ ​ ​

RH0001528849false00015288492023-05-252023-05-25 ​

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

​

FORM 8-K

​

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 25, 2023 ​

(Exact name of registrant as specified in its charter) ​ ​

Delaware

001-35720

45-3052669

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

​ 15 Koch Road, Corte Madera, California 94925 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: (415) 924-1005 N/A (Former name or former address, if changed since last report.) ​ Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: ​ ​

​

​

​

​

Title of each class ​ Trading symbol ​ Name of each exchange on which registered

Common Stock, $0.0001 par value ​ RH ​ New York Stock Exchange

​ Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). ​ Emerging growth company ☐ ​ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ ​ ​

Item 2.02. Results of Operations and Financial Condition. On May 25, 2023, RH released its financial results for the first quarter ended April 29, 2023 in a letter to shareholders that is available on the investor relations section of its website. Copies of the press release announcing the release of financial results and the letter to shareholders are attached hereto as Exhibits 99.1 and 99.2, respectively, and are incorporated herein by reference. The information provided in this Item 2.02, including Exhibits 99.1 and 99.2, is intended to be “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such a filing. RH is also disclosing that it may use the rh.com, restorationhardware.com, and ir.rh.com websites as means of disclosing material non-public information and for complying with its disclosure obligations under Regulation FD. Item 9.01. Financial Statements and Exhibits. (d) Exhibits.

​

Exhibit No.

Description

99.1

Press Release dated May 25, 2023 announcing the release of first quarter 2023 results.

​ ​ ​

99.2

RH first quarter 2023 financial results and shareholder letter dated May 25, 2023.

​ ​ ​

104 ​ Cover Page Interactive Data File––the cover page XBRL tags are embedded within the Inline XBRL document.

​ ​ ​

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ​

​ ​

Dated: May 25, 2023 By: /s/ Jack Preston

Jack Preston

Chief Financial Officer

​ ​ ​

RH0001528849false00015288492023-03-292023-03-29 ​

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

​

FORM 8-K

​

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 29, 2023 ​

(Exact name of registrant as specified in its charter) ​ ​

Delaware

001-35720

45-3052669

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

​ 15 Koch Road, Corte Madera, California 94925 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: (415) 924-1005 N/A (Former name or former address, if changed since last report.) ​ Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: ​ ​

​

​

​

​

Title of each class ​ Trading symbol ​ Name of each exchange on which registered

Common Stock, $0.0001 par value ​ RH ​ New York Stock Exchange

​ Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). ​ Emerging growth company ☐ ​ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ ​ ​

Item 2.02. Results of Operations and Financial Condition. On March 29, 2023, RH released its financial results for the fourth quarter and fiscal year 2022 ended January 28, 2023 in a letter to shareholders that is available on the investor relations section of its website. Copies of the press release announcing the release of financial results and the letter to shareholders are attached hereto as Exhibits 99.1 and 99.2, respectively, and are incorporated herein by reference. The information provided in this Item 2.02, including Exhibits 99.1 and 99.2, is intended to be “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such a filing. RH is also disclosing that it may use the rh.com, restorationhardware.com, and ir.rh.com websites as means of disclosing material non-public information and for complying with its disclosure obligations under Regulation FD. Item 9.01. Financial Statements and Exhibits. (d) Exhibits.

​

Exhibit No.

Description

99.1

Press Release dated March 29, 2023 announcing the release of fourth quarter and fiscal year 2022 results.

​ ​ ​

99.2

RH fourth quarter and fiscal year 2022 financial results and shareholder letter dated March 29, 2023.

​ ​ ​

104 ​ Cover Page Interactive Data File––the cover page XBRL tags are embedded within the Inline XBRL document.

​ ​ ​

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ​

​

Dated: March 29, 2023 By: /s/ Jack Preston

Jack Preston

Chief Financial Officer

​ ​ ​

RH0001528849false00015288492023-03-272023-03-27 ​

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

​

FORM 8-K

​

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 27, 2023 ​

(Exact name of registrant as specified in its charter) ​ ​

Delaware

001-35720

45-3052669

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

​ 15 Koch Road, Corte Madera, California 94925 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: (415) 924-1005 N/A (Former name or former address, if changed since last report.) ​ Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: ​ ​

​

​

​

​

Title of each class ​ Trading symbol ​ Name of each exchange on which registered

Common Stock, $0.0001 par value ​ RH ​ New York Stock Exchange

​ Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). ​ Emerging growth company ☐ ​ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ ​ ​

EXPLANATORY NOTE

As previously reported, during the preparation of RH’s (“we,” “us,” “our” or the “Company”) response to a comment letter (the “SEC Comment Letter”) from the Division of Corporation Finance of the Securities and Exchange Commission (“SEC”) related to a routine review of our Annual Report on Form 10-K for the fiscal year ended January 29, 2022, and Quarterly Report on Form 10-Q for the fiscal quarter ended October 29, 2022, we became aware of errors in the calculation of net income per share prepared in accordance with generally accepted accounting principles (“GAAP”) with respect to certain of the interim period financial statements (collectively, the “Prior Financial Statements”) for fiscal 2022 reported with respect to the fiscal quarters ended April 30, 2022, July 30, 2022 and October 29, 2022 (collectively, the “Prior Periods”). Upon completion of our work to correct the errors in the Prior Financial Statements, on March 27, 2023 we filed amended Quarterly Reports on Form 10-Q/A with the SEC for each of the Prior Periods in order to effect the required restatements (collectively, the “Restatements”). The Restatements are limited to the calculation of basic and diluted net income per share, including the weighted-average shares used in the computation of the diluted net income per share. For certain additional information about the Restatements, refer to the Company’s Current Report on Form 8-K (Item 4.02) filed on February 3, 2023. As previously reported, in response to an additional comment within the SEC Comment Letter, we also modified how we determine the applicable adjusted effective tax rate for purposes of calculating non-GAAP adjusted net income. On March 27, 2023, we filed amended Current Reports on Form 8-K (collectively, the “Amended 8-Ks”) amending (i) the Current Reports on Form 8-K filed by RH on June 2, 2022, September 8, 2022 and December 8, 2022 (collectively, the “Original 8-K Filings”), and (ii) the corresponding Exhibit 99.2 that was included in the Original 8-K Filings for each Prior Period (collectively, the “Exhibits”) in order to furnish updated non-GAAP information with respect to the periods covered by the Prior Financial Statements and specifically to set forth certain modifications in how we determine the applicable adjusted tax rate for purposes of calculating non-GAAP adjusted net income and adjusted diluted net income per share as previously set forth in the Exhibits (collectively, the updated “Updated Non-GAAP Adjusted Net Income Information”). On March 27, 2023, immediately following the filing of this Current Report on Form 8-K with the SEC, the Company is posting supplemental financial information on its investor relations website (the “Supplemental Information”). The Supplemental Information has been prepared for the convenience of investors and sets forth an integrated overview summarizing the corrections and m

RH0001528849true00015288492022-12-082022-12-08 ​

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

​

FORM 8-K/A

(Amendment No. 1) ​

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 8, 2022 ​

(Exact name of registrant as specified in its charter) ​ ​

Delaware

001-35720

45-3052669

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

​ 15 Koch Road, Corte Madera, California 94925 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: (415) 924-1005 N/A (Former name or former address, if changed since last report.) ​ Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: ​ ​

​

​

​

​

Title of each class ​ Trading symbol ​ Name of each exchange on which registered

Common Stock, $0.0001 par value ​ RH ​ New York Stock Exchange

​ Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). ​ Emerging growth company ☐ ​ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

​ ​

EXPLANATORY NOTE

This Current Report on Form 8-K/A amends the Current Report on Form 8-K filed by RH (“we,” “us,” “our” or the “Company”) on December 8, 2022 (the “Original 8-K”). The Original 8-K furnished a press release and a shareholder letter announcing the Company’s financial results for the third quarter ended October 29, 2022.

During the preparation of our response to a comment letter from the Division of Corporation Finance of the Securities and Exchange Commission related to a routine review of our Annual Report on Form 10-K for the fiscal year ended January 29, 2022, and Quarterly Report on Form 10-Q for the fiscal quarter ended October 29, 2022, we became aware of errors in the calculation of basic and diluted net income per share prepared in accordance with generally accepted accounting principles (“GAAP”) with respect to certain of the interim period financial statements for fiscal 2022 reported with respect to the fiscal quarters ended April 30, 2022, July 30, 2022 and October 29, 2022 (collectively, the “Prior Financial Statements”). Upon completion of our work to correct the errors in the Prior Financial Statements, we filed amended Quarterly Reports on Form 10-Q/A with the SEC on March 27, 2023 (collectively, the “10-Q Amendments”) in order to implement the required restatements (collectively, the “Restatements”). The Restatements are limited to the calculation of basic and diluted net income per share, including the weighted-average shares used in the computation of the diluted net income per share. For certain additional information about the Restatements, refer to the Company’s Current Report on Form 8-K (Item 4.02) filed on February 3, 2023.

As previously reported in the Form 8-K (Item 4.02) filed on February 3, 2023, in response to an additional comment within the SEC Comment Letter, we also modified how we determine the applicable adjusted effective tax rate for purposes of calculating non-GAAP adjusted net income. This Current Report on Form 8-K/A also amends the Original 8-K and the corresponding Exhibit 99.2 (the “Exhibit”) that was included in the Original 8-K for the third quarter ended October 29, 2022 in order to furnish updated non-GAAP information and specifically to set forth certain modifications in how we determine the applicable adjusted tax rate for purposes of calculating non-GAAP adjusted net income and adjusted diluted net income per share as previously set forth in the Exhibit (collectively, the updated “Updated Non-GAAP Adjusted Net Income Information”).

On March 27, 2023, the Company is posting supplemental financial information on its investor relations website (the “Supplemental Information”). The Supplemental Information has been prepared for convenience and sets forth an integrated overview summarizing the corrections and modifications made by virtue of: (i) the Restatements with respect to the

RH0001528849true00015288492022-09-082022-09-08 ​

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

​

FORM 8-K/A

(Amendment No. 1) ​

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 8, 2022 ​

(Exact name of registrant as specified in its charter) ​ ​

Delaware

001-35720

45-3052669

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

​ 15 Koch Road, Corte Madera, California 94925 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: (415) 924-1005 N/A (Former name or former address, if changed since last report.) ​ Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: ​ ​

​

​

​

​

Title of each class ​ Trading symbol ​ Name of each exchange on which registered

Common Stock, $0.0001 par value ​ RH ​ New York Stock Exchange

​ Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). ​ Emerging growth company ☐ ​ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

​ ​

EXPLANATORY NOTE

This Current Report on Form 8-K/A amends the Current Report on Form 8-K filed by RH (“we,” “us,” “our” or the “Company”) on September 8, 2022 (the “Original 8-K”). The Original 8-K furnished a press release and a shareholder letter announcing the Company’s financial results for the second quarter ended July 30, 2022.

During the preparation of our response to a comment letter from the Division of Corporation Finance of the Securities and Exchange Commission related to a routine review of our Annual Report on Form 10-K for the fiscal year ended January 29, 2022, and Quarterly Report on Form 10-Q for the fiscal quarter ended October 29, 2022, we became aware of errors in the calculation of basic and diluted net income per share prepared in accordance with generally accepted accounting principles (“GAAP”) with respect to certain of the interim period financial statements for fiscal 2022 reported with respect to the fiscal quarters ended April 30, 2022, July 30, 2022 and October 29, 2022 (collectively, the “Prior Financial Statements”). Upon completion of our work to correct the errors in the Prior Financial Statements, we filed amended Quarterly Reports on Form 10-Q/A with the SEC on March 27, 2023 (collectively, the “10-Q Amendments”) in order to implement the required restatements (collectively, the “Restatements”). The Restatements are limited to the calculation of basic and diluted net income per share, including the weighted-average shares used in the computation of the diluted net income per share. For certain additional information about the Restatements, refer to the Company’s Current Report on Form 8-K (Item 4.02) filed on February 3, 2023.

As previously reported in the Form 8-K (Item 4.02) filed on February 3, 2023, in response to an additional comment within the SEC Comment Letter, we also modified how we determine the applicable adjusted effective tax rate for purposes of calculating non-GAAP adjusted net income. This Current Report on Form 8-K/A also amends the Original 8-K and the corresponding Exhibit 99.2 (the “Exhibit”) that was included in the Original 8-K for the second quarter ended July 30, 2022 in order to furnish updated non-GAAP information and specifically to set forth certain modifications in how we determine the applicable adjusted tax rate for purposes of calculating non-GAAP adjusted net income and adjusted diluted net income per share as previously set forth in the Exhibit (collectively, the updated “Updated Non-GAAP Adjusted Net Income Information”).

On March 27, 2023, the Company is posting supplemental financial information on its investor relations website (the “Supplemental Information”). The Supplemental Information has been prepared for convenience and sets forth an integrated overview summarizing the corrections and modifications made by virtue of: (i) the Restatements with respect to the Pr

RH0001528849true00015288492022-06-022022-06-02 ​

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

​

FORM 8-K/A

(Amendment No. 1) ​

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 2, 2022 ​

(Exact name of registrant as specified in its charter) ​ ​

Delaware

001-35720

45-3052669

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

​ 15 Koch Road, Corte Madera, California 94925 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: (415) 924-1005 N/A (Former name or former address, if changed since last report.) ​ Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: ​ ​

​

​

​

​

Title of each class ​ Trading symbol ​ Name of each exchange on which registered

Common Stock, $0.0001 par value ​ RH ​ New York Stock Exchange

​ Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). ​ Emerging growth company ☐ ​ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

​ ​

EXPLANATORY NOTE

This Current Report on Form 8-K/A amends the Current Report on Form 8-K filed by RH (“we,” “us,” “our” or the “Company”) on June 2, 2022 (the “Original 8-K”). The Original 8-K furnished a press release and a shareholder letter announcing the Company’s financial results for the first quarter ended April 30, 2022.

During the preparation of our response to a comment letter from the Division of Corporation Finance of the Securities and Exchange Commission related to a routine review of our Annual Report on Form 10-K for the fiscal year ended January 29, 2022, and Quarterly Report on Form 10-Q for the fiscal quarter ended October 29, 2022, we became aware of errors in the calculation of basic and diluted net income per share prepared in accordance with generally accepted accounting principles (“GAAP”) with respect to certain of the interim period financial statements for fiscal 2022 reported with respect to the fiscal quarters ended April 30, 2022, July 30, 2022 and October 29, 2022 (collectively, the “Prior Financial Statements”). Upon completion of our work to correct the errors in the Prior Financial Statements, we filed amended Quarterly Reports on Form 10-Q/A with the SEC on March 27, 2023 (collectively, the “10-Q Amendments”) in order to implement the required restatements (collectively, the “Restatements”). The Restatements are limited to the calculation of basic and diluted net income per share, including the weighted-average shares used in the computation of the diluted net income per share. For certain additional information about the Restatements, refer to the Company’s Current Report on Form 8-K (Item 4.02) filed on February 3, 2023.

As previously reported in the Form 8-K (Item 4.02) filed on February 3, 2023, in response to an additional comment within the SEC Comment Letter, we also modified how we determine the applicable adjusted effective tax rate for purposes of calculating non-GAAP adjusted net income. This Current Report on Form 8-K/A also amends the Original 8-K and the corresponding Exhibit 99.2 (the “Exhibit”) that was included in the Original 8-K for the first quarter ended April 30, 2022 in order to furnish updated non-GAAP information and specifically to set forth certain modifications in how we determine the applicable adjusted tax rate for purposes of calculating non-GAAP adjusted net income and adjusted diluted net income per share as previously set forth in the Exhibit (collectively, the updated “Updated Non-GAAP Adjusted Net Income Information”).

On March 27, 2023, the Company is posting supplemental financial information on its investor relations website (the “Supplemental Information”). The Supplemental Information has been prepared for convenience and sets forth an integrated overview summarizing the corrections and modifications made by virtue of: (i) the Restatements with respect to the Prior Financ

RH0001528849false00015288492023-02-012023-02-01 ​

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

​

FORM 8-K

​

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 1, 2023 ​

(Exact name of registrant as specified in its charter) ​ ​

Delaware

001-35720

45-3052669

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

​ 15 Koch Road, Corte Madera, California 94925 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: (415) 924-1005 N/A (Former name or former address, if changed since last report.) ​ Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: ​ ​

​

​

​

​

Title of each class ​ Trading symbol ​ Name of each exchange on which registered

Common Stock, $0.0001 par value ​ RH ​ New York Stock Exchange

​ Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). ​ Emerging growth company ☐ ​ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ ​ ​

Item 2.02. Results of Operations and Financial Condition. The preliminary financial information in the section Preliminary Estimated Impact of the Restatement in Item 4.02 of this Current Report on Form 8-K is incorporated by reference into this Item 2.02. Company Updates Fiscal 2022 Outlook ​ The restatement and other matters discussed in Item 4.02 of this Current Report on Form 8-K do not affect our previously communicated fiscal 2022 outlook. In addition, we are updating our fiscal 2022 outlook by confirming that we now expect fiscal 2022 revenue growth at the lower end of the prior range of (3.5%) to (4.5%) and adjusted operating margin toward the higher end of the prior range of 21.5% to 22.0%. ​ Item 4.02. Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review. During the preparation of our response to a comment letter (the “SEC Comment Letter”) from the Division of Corporation Finance of the Securities and Exchange Commission (“SEC”) related to a routine review of our Annual Report on Form 10-K for the fiscal year ended January 29, 2022, and Quarterly Report on Form 10-Q for the fiscal quarter ended October 29, 2022, RH (“we” or the “Company”) became aware of errors in the calculation of net income per share. On February 1, 2023, the Audit Committee of the Board of Directors, after discussion with our senior leadership and independent registered public accountants, determined that our previously unaudited financial statements for the three months ended April 30, 2022, the three and six months ended July 30, 2022, and the three and nine months October 29, 2022 (collectively the “Prior Financial Statements”) should no longer be relied upon due to material unintentional errors in certain of these financial periods with respect to our calculation of basic and diluted net income per share. Accordingly, a restatement is required to correct these errors and our Prior Financial Statements for each of the quarterly periods ended April 30, 2022, July 30, 2022, and October 29, 2022 (the “Non-Reliance Periods”) included in the associated Form 10-Qs previously filed with the SEC should no longer be relied upon. The unintentional errors in the Prior Financial Statements were as follows: We misinterpreted relevant authoritative guidance and added back the pre-tax loss on extinguishment of debt in connection with a portion of the convertible senior notes in the computation of net income available to common stockholders used in calculating basic net income per share. As a consequence of the above errors, the computation of diluted net income per share was therefore incorrect as a result of the anti-dilutive impact of (i) adding back the pre-tax loss on extinguishment of debt and (ii) including the potential shares related to the extinguished convertible senior notes in the calculation of weighted-average diluted shares. T

RH0001528849false00015288492022-12-082022-12-08 ​

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

​

FORM 8-K

​

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 8, 2022 ​

(Exact name of registrant as specified in its charter) ​ ​

Delaware

001-35720

45-3052669

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

​ 15 Koch Road, Corte Madera, California 94925 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: (415) 924-1005 N/A (Former name or former address, if changed since last report.) ​ Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: ​ ​

​

​

​

​

Title of each class ​ Trading symbol ​ Name of each exchange on which registered

Common Stock, $0.0001 par value ​ RH ​ New York Stock Exchange

​ Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). ​ Emerging growth company ☐ ​ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ ​ ​

Item 2.02. Results of Operations and Financial Condition. On December 8, 2022, RH released its financial results for the third quarter ended October 29, 2022 in a letter to shareholders that is available on the investor relations section of its website. Copies of the press release announcing the release of financial results and the letter to shareholders are attached hereto as Exhibits 99.1 and 99.2, respectively, and are incorporated herein by reference. The information provided in this Item 2.02, including Exhibits 99.1 and 99.2, is intended to be “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such a filing. RH is also disclosing that it may use the rh.com, restorationhardware.com, and ir.rh.com websites as means of disclosing material non-public information and for complying with its disclosure obligations under Regulation FD. Item 9.01. Financial Statements and Exhibits. (d) Exhibits.

​

Exhibit No.

Description

99.1

Press Release dated December 8, 2022 announcing the release of third quarter 2022 results.

​ ​ ​

99.2

RH third quarter 2022 financial results and shareholder letter dated December 8, 2022.

​ ​ ​

104 ​ Cover Page Interactive Data File––the cover page XBRL tags are embedded within the Inline XBRL document.

​ ​ ​

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ​

​

Dated: December 8, 2022 By: /s/ Jack Preston

Jack Preston

Chief Financial Officer

​ ​ ​

RH0001528849false00015288492022-09-082022-09-08 ​

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

​

FORM 8-K

​

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 8, 2022 ​

(Exact name of registrant as specified in its charter) ​ ​

Delaware

001-35720

45-3052669

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

​ 15 Koch Road, Corte Madera, California 94925 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: (415) 924-1005 N/A (Former name or former address, if changed since last report.) ​ Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: ​ ​

​

​

​

​

Title of each class ​ Trading symbol ​ Name of each exchange on which registered

Common Stock, $0.0001 par value ​ RH ​ New York Stock Exchange

​ Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). ​ Emerging growth company ☐ ​ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ ​ ​

Item 2.02. Results of Operations and Financial Condition. On September 8, 2022, RH released its financial results for the second quarter ended July 30, 2022 in a letter to shareholders that is available on the investor relations section of its website. Copies of the press release announcing the release of financial results and the letter to shareholders are attached hereto as Exhibits 99.1 and 99.2, respectively, and are incorporated herein by reference. The information provided in this Item 2.02, including Exhibits 99.1 and 99.2, is intended to be “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such a filing. RH is also disclosing that it may use the rh.com, restorationhardware.com, and ir.rh.com websites as means of disclosing material non-public information and for complying with its disclosure obligations under Regulation FD. Item 9.01. Financial Statements and Exhibits. (d) Exhibits.

​

Exhibit No.

Description

99.1

Press Release dated September 8, 2022 announcing the release of second quarter 2022 results.

​ ​ ​

99.2

RH second quarter 2022 financial results and shareholder letter dated September 8, 2022.

​ ​ ​

104 ​ Cover Page Interactive Data File––the cover page XBRL tags are embedded within the Inline XBRL document.

​ ​ ​

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ​

​

Dated: September 8, 2022 By: /s/ Jack Preston

Jack Preston

Chief Financial Officer

​ ​ ​